OECHSLE INTERNATIONAL ADVISORS LIMITED

Company number 02054766

Guarantee and security agreement (made between (1) oechsle international advisors, llc (the "borrower"), (2) each of the subsidiaries of the "borrower" (the "initial guarantors") (each a "guarantor" and collectively the "guarantors") and chase manhattan bank (the "administrative agent"))

• Created: 8 October 1998
• Delivered: 27 October 1998
• Status: Outstanding
• Transaction Filed: Registration of a charge (395)

Persons entitled

• The Chase Manhattan Bank as Administrative Agent for the Parties (As Therein Defined)

Amount secured

In each case of the "borrower", the principal of and interest on the loans made by the lenders (as defined therein) to the "borrower" and all other amounts from time to time owing to the lenders or the "administrative agent" by the "borrower" under the loan documents (as defined therein) (including, without limitation, all obligations of the "borrower" to the lenders or any of their affiliates in respect of hedging agreements); and in case of each "guarantor", all obligations of such guarantor in respect of its guarantee under section 2 of this agreement; and in the case of each "securing party" (as therein defined), all obligations of such "secured party" to the lenders and the "administrative agent" under this agreement

Short particulars

All right title and interest in the shares of common and preferred stock of or partnership or limited liability company membership or other ownership interest in the "issuers" identified in annex 1 of the agreement next to the name of the company and all other shares of capital stock etc and further particulars as defined in clauses 1-8 of the form M395. See the mortgage charge document for full details.